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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Commission File Number 027619
iBIZ TECHNOLOGY CORP.
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(Exact name of registrant as specified in its charter)
Florida 86-0933890
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1919 West Lone Cactus Drive, Phoenix, Arizona 85021
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(Address of principal executive offices) (Zip Code)
iBIZ TECHNOLOGY CORP. STOCK OPTION PLAN
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(Full title of plan)
Robert L. Lane COPIES TO:
LANE & EHRLICH, LTD Stephen R. Boatwright, Esq.
4001 North Third Street, Suite 400 GAMMAGE & BURNHAM, P.L.C.
Phoenix, Arizona 85012-2065 Two North Central Avenue, Suite 1800
- ------------------------------------------- Phoenix, Arizona 85004
(Name and address of agent for service) (602) 256-0566
(602) 264-4442
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(Telephone number, including area code, of
agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) PRICE(1) FEE
=====================================================================================
<S> <C> <C> <C> <C>
Common Stock,
no par value 3,025,000 $1.27 $3,841,750 $1,014.22
=====================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (g) of the Securities Act of 1933, as amended
(the "Securities Act"); based on the average ($1.27) of the bid ($1.25) and
asked ($1.28) price on the NASD OTC Bulletin Board on January 24, 2000.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated By Reference
The following documents and information heretofore filed with the Securities and
Exchange Commission are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-KSB, File Number 0-27619,
filed on January 27, 2000, which contains audited financial
statements for the Registrant's latest fiscal year ended October 31,
1999;
(b) The description of the Registrant's common stock contained on Form
10-SB dated October 13, 1999, File Number 0-27619 (as amended
December 1, 1999, and December 16, 1999).
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Registrant's Articles of Incorporation, as amended, provide to the fullest
extent permitted by Florida law, a director or officer of the corporation shall
not be personally liable to the corporation or its shareholders for damages for
breach of such director's or officer's fiduciary duty. The effect of this
provision of the Registrant's Articles of Incorporation, as amended, is to
eliminate the right of the Registrant and its shareholders (through
shareholders' derivative suits on behalf of the Registrant) to recover damages
against a director or officer for breach of the fiduciary duty of care as a
director or officer (including breaches resulting from negligent or grossly
negligent behavior), except under certain situations defined by statute.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers, or persons
controlling the Registrant pursuant to any of the foregoing provisions, the
Registrant has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits
Exhibit No. Description
5.02(1) Opinion of Gammage & Burnham P.L.C.
10.05(2) iBIZ Technology Corp.
Stock Option Plan
10.06(2) Form of Stock Option
23.02 The consent of Gammage & Burnham P.L.C.
is contained in Exhibit 5.
23.03(1) Consent of Moffitt & Company, P.C.
24 Power of Attorney (contained on Page II-4)
1. Filed herewith.
2. Incorporated by reference from iBIZ's Form 10-SB, File No. 027619, filed
with the SEC on October 13, 1999.
Item 9. Undertakings
The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or for the
most recent post-effective amendment thereof) which,
individually, or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration
statement or any material change to such information in this
Registration Statement; provided, however, that the
undertakings set forth in paragraphs (i) and (ii) above do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as
amended, that are incorporated by reference in this
Registration Statement.
(iv) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
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(b) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective amendment of
any of the securities being registered which remain unsold at the
termination of the offering.
The Registrant hereby further undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934, as amended) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions set forth in this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person, in connection with the securities registered hereby, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this S-8 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
iBIZ TECHNOLOGY CORP., INC.
By: /s/Kenneth W. Schilling
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Kenneth W. Schilling
President, Chief Executive Officer,
and Director
Dated: January 27, 2000
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Terry S. Ratliff, as his or her true lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all Exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended, this S-8
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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/s/Kenneth W. Schilling President, Chief Executive Officer, and Director January 27, 2000
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Kenneth W. Schilling
/s/Terry S. Ratliff Vice President, Comptroller, Director January 27, 2000
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Terry S. Ratliff
/s/Mark H. Perkins Vice President of Operations, Director January 27, 2000
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Mark H. Perkins
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
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REGISTRATION STATEMENT ON FORM S-8
iBIZ TECHNOLOGY CORP.
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
5.02(1) Opinion of Gammage & Burnham P.L.C.
10.06(2) iBIZ Technology Corp. Stock Option Plan
10.06(2) Form of Stock Option
23.02 The consent of Gammage & Burnham is
contained in its Opinion filed as
Exhibit 5 hereto
23.03(1) Consent of Moffitt & Company, P.C.
24.01 Power of Attorney (contained on II-4)
1. Filed herewith
2. Incorporated by reference from iBIZ's Form 10-SB, File No. 027619, filed
with the SEC on October 13, 1999.
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EXHIBIT 5.02
[GAMMAGE & BURNHAM, P.L.C. LETTERHEAD]
January 26, 2000
Board of Directors
iBIZ Technology Corp.
1919 West Lone Cactus
Phoenix, Arizona 85027
Re: Registration Statement on Form S-8
Gentlemen:
In connection with the registration by iBIZ Technology Corp. (the
"Company"), on Form S-8 (the "Registration Statement") providing registration
under the Securities Act of 1933, as amended, of not to exceed 3,025,000 shares
of Common Stock issuable upon exercise of Options, we are furnishing the
following opinion as counsel to the Company.
We have examined such corporate records, certificates of public
officials and officers of the Company, and other documents and records as we
have considered necessary or proper for the purpose of this opinion.
Based upon the foregoing, and having regard to legal considerations
that we deem relevant, we are of the opinion that the shares of Common Stock of
the Company issuable upon exercise of the Options when issued and sold in
accordance with the transactions described in the Registration Statement, and in
accordance with the federal securities laws and the securities laws of the
various states in which the Common Stock may be issued, will be validly issued,
fully paid and nonassessable.
As counsel to the Company, we hereby consent to the reference to
this firm under the caption "Legal Matters" contained in the Prospectus which is
part of the Registration Statement and to the filing of this opinion as Exhibit
5 to the Registration Statement.
Very truly yours,
GAMMAGE & BURNHAM P.L.C.
/s/ Gammage & Burnham P.L.C.
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Exhibit 23.03
[MOFFITT & COMPANY, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
January 25, 2000
iBIZ Technology Corp.
1919 W. Lone Cactus Drive
Phoenix, AZ 85027
As independent public accountants, we hereby consent to the use in this Form S-8
registration of our report dated January 10, 2000, and to all references to our
firm included in this Form S-8 registration.
Yours very truly,
/s/ Stanley M. Moffitt
For Moffitt & Company, P.C.
Stanley M. Moffitt, CPA
Moffitt & Company, P.C.
